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EXHIBIT 10.1 TRANSITION AGREEMENT

Transition Agreement

EXHIBIT 10.1  TRANSITION AGREEMENT | Document Parties: DELUXE CORP | Ronald E. Eilers You are currently viewing:
This Transition Agreement involves

DELUXE CORP | Ronald E. Eilers

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Title: EXHIBIT 10.1 TRANSITION AGREEMENT
Date: 11/21/2005
Industry: Office Supplies     Sector: Consumer/Non-Cyclical

EXHIBIT 10.1  TRANSITION AGREEMENT, Parties: deluxe corp , ronald e. eilers
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EXHIBIT 10.1

TRANSITION AGREEMENT

        This Transition Agreement (“Agreement”) is entered into as of November 17, 2005, by and between Deluxe Corporation, a Minnesota corporation (“Deluxe”), and Ronald E. Eilers (“Eilers”), an individual residing in the State of Minnesota.

        WHEREAS, Eilers has served as the President and Chief Operating Officer of Deluxe since December 2000, and has been a member of the Board of Directors of Deluxe (the “Board”) since August, 2000;

        WHEREAS, Lawrence J. Mosner (“Mosner”), the Company’s Chairman and Chief Executive Officer (“CEO”), is voluntarily retiring from his officer and director positions with Deluxe, effective upon the election by the Board of Mosner’s successor as CEO of Deluxe;

        WHEREAS, Eilers has agreed to succeed Mosner as CEO for the period commencing with Eilers’ election by the Board as CEO through December 31, 2006, and has further agreed to assist his successor as CEO (the “new CEO”) and to retire voluntarily from his officer and director positions with Deluxe upon the election of his successor as CEO;

        WHEREAS, the Board wants to recognize Eilers’ many years of loyal service to Deluxe and to provide for the smooth transition of the CEO position;

        WHEREAS, the parties desire to set forth all matters regarding Eilers’ retirement as CEO, resignation from the Board and his service as a consultant to the new CEO; and

        WHEREAS, the Board believes it is in the best interests of Deluxe’s shareholders to enter into this Agreement.

        NOW THEREFORE, in consideration of the premises and the covenants herein, the sufficiency of which is hereby acknowledged, Eilers and Deluxe agree as follows:

        1.        CEO Election and Retirement as CEO .

                   (a)        CEO Election .   Effective upon election by the Board and continuing until the “CEO Retirement Date” (as defined below), Eilers shall serve as CEO of Deluxe and shall be an executive officer of Deluxe and have such duties and responsibilities customarily associated with such position.

                   (b)        Retirement as CEO .   Effective on the earlier of: (i) December 31, 2006, and (ii) the date on which Eilers’ successor as CEO is elected by the Board (the “CEO Retirement Date”), Eilers shall retire as Deluxe’s CEO, from all other officer positions he currently holds with Deluxe and its affiliates and from all director positions he holds with Deluxe and its affiliates. Effective upon the “Full Retirement Date” (as defined below), the Executive Retention Agreement dated December 18, 2000, between Deluxe and Eilers (the “Retention Agreement), shall terminate and be of no further force or effect.

 

 


 

                     (c)        Severance Agreement .   Deluxe and Eilers are parties to that certain Severance Agreement, effective March 1, 2001, which provides for certain benefits to Eilers upon the termination of his employment as described therein (the “Severance Agreement”). Deluxe and Eilers agree that in Eilers’ new role as CEO the Severance Agreement shall no longer be applicable and the Severance Agreement is therefore terminated effective upon execution of this Agreement.

        2.        Transition of CEO Duties .   After the CEO Retirement Date and for a period ending no later than December 31, 2006, the final date of which is to be determined by the new CEO (the “Transition Period”), Eilers shall assist the new CEO in the transition of his duties as CEO in a diligent and business-like manner as and when reasonably requested by the new CEO, pursuant to the terms and conditions set forth below:

                     (a)        Duration . Eilers shall be available to devote his full time and effort at the Company headquarters to his transition duties through the end of the Transition Period, as and when requested by the new CEO; the last day of Eilers’ employment with Deluxe in this capacity is referred to herein as the “Full Retirement Date.” Deluxe shall provide Eilers with two weeks advance written notice of the Full Retirement Date.

                     (b)        Duties . Such assistance may include, but not necessarily be limited to, at the direction and request of Deluxe’s new CEO: (i) representing Deluxe with key industry, civic and philanthropic constituents, (ii) assisting Deluxe’s new CEO in maintaining and developing business relationships with key strategic partners, (iii) regularly meeting with the new CEO to review progress toward the refinement and execution of Deluxe’s strategy, and (iv) assisting the new CEO in the recognition and motivation of employees in pursuing Deluxe’s strategy.

                     (c)        Reporting Relationship .   During the Transition Period, Eilers shall report to Deluxe’s new CEO.

                     (d)        Manner of Performance .   During the Transition Period, Eilers shall perform all services and duties that reasonably may be required of him pursuant to the terms hereof, to the reasonable satisfaction of Deluxe. Eilers shall not take any action that would be adverse to Deluxe’s business interests or that may subject Eilers, Deluxe or any of its affiliates to civil or criminal liability. In performing services hereunder, Eilers agrees to comply in full with all applicable laws, ethical standards, rules and regulations, and with Deluxe’s conflict of interest policies. Eilers represents that, on the date of this Agreement, he does not have any interest in any entity that would violate Deluxe’s conflict of interest policies or materially interfere in any manner with the performance of services under this Agreement.

        3.        Compensation Until the Full Retirement Date .

                     (a)        Salary, Bonus and Executive Benefits .   Eilers shall receive an annual salary of $625,000, commencing with his election as CEO by the Board, to his Full Retirement Date. Eilers shall also be entitled to receive a bonus payable for 2005 and 2006 performance and other compensation to which he is entitled hereunder through the Full Retirement Date. Eilers’ target and award under the Annual Incentive Plan for 2005 shall be pro rated for 2005 based on the number of days during 2005 Eilers was employed in each position with Deluxe. Eilers shall continue to receive the standard executive officer benefit of Company-paid reimbursements for financial and tax planning for 2005, in an aggregate grossed-up amount not to exceed $16,000 for 2005. Eilers shall receive the standard executive officer benefit of Company-paid reimbursements for financial and tax planning for 2006, in an aggregate grossed-up amount not to exceed $16,000 for 2006, such reimbursements to be payable to Eilers on December 31, 2006. On the Full Retirement Date, all compensation related to Eilers’ employment with Deluxe under all other agreements and arrangements, including all perquisite programs, shall cease, and no further compensation shall be due from or paid by Deluxe to Eilers, except (i) as contemplated in this Agreement, (ii) pursuant to Deluxe employee pension or retirement plans not otherwise referenced in this Agreement in which Eilers is currently participating and which provide for post-retirement rights to participants, (iii) or as otherwise required by law.

 

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                     (b)        Taxes and Withholding .   To the extent required by the federal and applicable state income tax laws and regulations, Deluxe shall withhold and deduct from all compensation paid to Eilers under this Agreement, including the retention bonus payment described in Section 5(a) hereof, all required withholding and deductions.

        4.        2006 Compensation Determinations .   The Compensation Committee of the Board (the “Committee”) shall authorize the following compensation for Eilers for services as CEO during 2006:

                     (a)        Annual Bonus .   Eilers shall participate in the Annual Incentive Plan for 2006, and shall be entitled to be paid a pro-rated portion of the bonus that he would otherwise receive thereunder for the portion of the calendar year 2006 ending on the Full Retirement Date; provided that , Eilers shall not be eligible to defer any portion of this bonus, if any, into restricted stock units as set forth in such plan. Any such bonus payout shall be made in February 2007, at the same time as payments under such plan are usually made.

                     (b)        Long-Term Incentives .   Eilers shall not participate in the annual Long-Term Incentive Program (“LTIP”) for 2006, the stock option, restricted stock and performance award share awards for which are typically made at the April 2006 Committee meeting. In lieu thereof, and in order to provide sufficient incentive for Eilers to manage the Company for the long-term best interests of the Company and its shareholders, Eilers shall be eligible to receive a lump-sum cash payment, within 20 business days after the Full Retirement Date (or later pursuant to Section 5(e) below if applicable), equal to a pro-rated portion of $300,000 for the portion of the calendar year 2006 ending on the Full Retirement Date (net of any withholding or other taxes applicable to such payment).

        5.        Retention Incentives .   As additional consideration for Eilers agreeing to serve in the roles contemplated by this Agreement, Deluxe shall make the following payments to and distributions for the benefit of, Eilers:

                     (a)        Retention Bonus .   Unless, prior to the Full Retirement Date, Eilers’ employment with Deluxe is terminated by Deluxe for “Cause” (as defined below) or by Eilers for “Good Reason” (as defined below), Deluxe shall pay to Eilers a lump sum retention bonus equal to 1.5 times his then-current annual salary (the “Retention Bonus”) within 20 business days after the Full Retirement Date (net of any withholding or other taxes applicable to such payment) (or later pursuant to Section 5(e) below if applicable). If Deluxe terminates Eilers’ employment for Cause, then he shall forfeit all rights to receive the Retention Bonus. If Eilers’ terminates his employment with Deluxe for Good Reason, then he shall be entitled to receive his Retention Bonus within 20 business days after his last day of employment (net of any withholding or other taxes applicable to such payment) (or later pursuant to Section 5(e) below if applicable).

 

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                                As used herein, “Cause” means Eilers’ (i) continued failure to perform substantially his duties with Deluxe, including his duties under this Agreement (other than any such failure resulting from incapacity due to physical or mental illness or any such actual or anticipated failure after Eilers’ delivery of a written notice to Deluxe’s General Counsel that Eilers is terminating his employment for Good Reason), after a written demand for substantial performance is delivered to Eilers which specifically identifies the manner in which Deluxe believes that Eilers has not substantially performed his duties, (ii) conviction of a felony, or (iii) willful engagement in (A) other illegal conduct relating to the business or assets of Deluxe, or (B) gross misconduct.

                                “Good Reason” means (i) Deluxe’s continued failure to perform substantially its duties under this Agreement after a written demand for substantial performance is delivered to Deluxe by Eilers which specifically identifies the manner in which Eilers believes that Deluxe has not substantially performed its duties, (ii) Deluxe’s requiring Eilers to be based at any location more than 50 miles from Deluxe’s current headquarters location in Shoreview, Minnesota; or (iii) any request or requirement by Deluxe that Eilers take any action or omit to take any action that is inconsistent with or in violation of Deluxe’s ethical guidelines and policies as the same exist today or as they may be modified hereafter or any professional ethical guidelines or principles that may be applicable to Eilers.

                     (b)        Recognition of Qualified or Approved Retirement .   Effective as of the Full Retirement Date, the Committee shall recognize Eilers’ retirement as a (i) “Qualified Retirement” for purposes of Eilers’ Restricted Stock Award Agreements dated May 4, 2004 and April 27, 2005, his Performance Award Agreements dated May 4, 2004 and April 27, 2005, and his Nonqualified Stock Option Agreements dated March 10, 2003, May 4, 2004 and April 27, 2005, and an “Approved Retirement” under Eilers’ Agreement for Awards Payable in Restricted Stock Units issued under Deluxe’s Annual Incentive Plan for plan years 2004 and 2005, and his Nonqualified Stock Option Agreements dated May 9, 2000 and January 26, 2001, in all cases, with the Company.

                     (c)        Medical Coverage .   Effective as of the Full Retirement Date, Eilers shall be deemed to be a “qualified retiree” under all medical plans currently available to executive officers of Deluxe. As a “qualified retiree,” Eilers and his wife would continue to be covered under all medical plans currently available to executive officers of Deluxe for the remainder of his and his wife’s lives, subject to any changes in such plans as may be made generally. Under current plan terms, costs would be shared by Eilers and Deluxe in the following proportions: until he reaches age 65, Eilers would bear 65% of the insurance premiums and Deluxe would bear 35%; at and after age 65, Eilers would bear 25% and Deluxe would bear 75%.

 

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                     (d)        Interpretation .   The existence of any dispute respecting the interpretation of this Agreement or the Release, or the alleged breach of this Agreement or the Release, will not nullify or otherwise affect Deluxe’s obligations to recognize Eilers’ retirement as “Qualified” or “Approved” pursuant to Sections 5(b) and 5(c) hereof.

                     (e)        Tax Compliance .   Notwithstanding anything to the contrary herein, if either Deluxe or Eilers determines in good faith that any payment or benefit due to Eilers under this Agreement is subject to Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”) (the six month distribution delay requirement for certain payments to key employees of publicly traded companies), such payment or benefit shall not be made or provided sooner than permitted under such Section 409A(a)(2)(B)(i) and shall be made or provided on the date that is the first business day after the date that is six months after the date of Eilers’ “separation from service”, as such phrase is defined under Section 409A of the Code (“Section 409A”) and the guidance and regulations interpreting Section 409A. Deluxe shall consult with Eilers before making any such determinations.

        6.        Continued Executive Benefits .

                     (a)        Prior to Full Retirement Date .   Until the Full Retirement Date, Eilers shall be entitled to such medical, disability, life insurance coverage, vacation, sick leave, holiday benefits and any other benefits, in each case as are customarily made available to Deluxe’s executive officers, all in accordance with Deluxe’s benefits program in effect from time to time.

                     (b)        After Full Retirement Date .   After the Full Retirement Date, Eilers shall be entitled only to the benefits set forth in Section 4, Section 5 and the second sentence of Section 3(a) of this Agreement. For the avoidance of doubt, the parties acknowledge and agree that Eilers shall not continue to participate, after the Full Retirement Date, in any of the following plans, in each case, as amended to date, except with respect to vested balances of deferred accounts existing in any such plan as of the Full Retirement Date: (i) Amended and Restated 2000 Employee Stock Repurchase Plan, (ii) Deluxe Corporation Deferred Compensation Plan (2001 Restatement), (iii) Deluxe Corporation Executive Deferred Compensation Plan for Employee Retention and Other Eligible Arrangements, (iv) Deluxe Corporation Supplemental Benefit Plan, and (v) any executive perquisite plan of Deluxe, other than as set forth in the second sentence of Section 3(a) hereof.

                     (c)        Death or Disability .   In the event that Eilers dies prior to the Full Retirement Date, his heirs, representatives or his estate shall be entitled to the compensation and benefits described in Sections 4(a) and 4(b) (using the actual days through his date of death to determi


 
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